0001213900-21-014286 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2021 • Painreform Ltd. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2021, between PainReform Ltd., a company formed under the laws of the State of Israel (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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ORDINARY SHARE PURCHASE WARRANT PAINREFORM LTD.
Ordinary Share Purchase Warrant • March 9th, 2021 • Painreform Ltd. • Pharmaceutical preparations

THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PainReform Ltd., a company formed under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 9th, 2021 • Painreform Ltd. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2021, between PainReform Ltd., a company formed under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

LOCK-UP AGREEMENT
Lock-Up Agreement • March 9th, 2021 • Painreform Ltd. • Pharmaceutical preparations • New York

Re: Securities Purchase Agreement, dated as of March 8, 2021 (the “Purchase Agreement”), between Painreform Ltd. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)

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